PSE Circular for Brokers No. 1499-98

July 2, 1998 PSE CIRCULAR FOR BROKERS NO. 1499-98 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO ALL COMMON STOCKHOLDERS: Please be informed that a Special Meeting of Stockholders of METROPOLITAN BANK AND TRUST COMPANY will be held on Wednesday, July 22, 1998 at 4:00 P.M. at the Auditorium, 2nd Floor, Metrobank Plaza, Sen. Gil J. Puyat Avenue, Makati City. The agenda is as follows: 1. Call to order 2. Certification of Notice and Quorum 3. Approval of the Minutes of the Annual Stockholders' Meeting held on April 22, 1998 4. Statement of the President 5. Ratification of the 20% stock dividend 6. Amendment of Article VII of the Articles of Incorporation by providing that pre-emptive rights shall not extend to the issuance of shares relating to equity linked debt or other securities offered and sold in the international capital market 7. Other Matters 8. Adjournment For purposes of the meeting, only stockholders of record as of June 11, 1998 are entitled to vote in the said meeting. Should you be unable to attend the meeting in person, you may appoint a proxy by executing the form below. MANAGEMENT IS NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND MANAGEMENT A PROXY. For validation, however, please return your duly accomplished proxy forms to the Office of the Corporate Secretary at 3/F Remittance Center Building, Metrobank Plaza, Sen. Gil J. Puyat Avenue, Makati City. (SGD.) ELVIRA ONG CHAN Senior Executive Vice President Corporate Secretary PROXY THAT I, the undersigned common stockholder of METROPOLITAN BANK AND TRUST COMPANY, hereby appoint ______________________________________ as my proxy to represent me at the Special Meeting of the Stockholders to be held on July 22, 1998, to participate in the deliberations thereof, and to vote in my behalf all the shares standing in my name for ratification of the 20% stock dividend, amendment of Article VII of the Articles of Incorporation by providing that pre-emptive rights shall not extend to the issuance of shares relating to equity linked debt or other securities offered and sold in the international capital market and/or transactions of any business which may properly come before said meeting or any adjournment thereof. IN WITNESS WHEREOF, I have signed these presents this _____ day of ___________ 1998 at ________________________. ___________________________ Signature of Stockholder ___________________________ Printed Name